Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Mehra Anand
2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2013
3. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC [AERI]
(Last)
(First)
(Middle)
C/O SOFINNOVA VENTURES, 2800 SAND HILL ROAD, SUITE 150
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MENLO PARK, CA 94025
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-4 Convertible Preferred Stock   (1)   (1) Common Stock 4,662,765 $ (1) I See footnote (2)
Series A-4 Preferred Stock Warrant (right to buy)   (3)   (3) Common Stock (3) 750,000 $ (3) I See footnote (2)
Series B Convertible Preferred Stock   (4)   (4) Common Stock 6,818,182 $ (4) I See footnote (2)
Series B Preferred Stock Warrant (right to buy)   (5)   (5) Common Stock (5) 778,000 $ (5) I See footnote (2)
Convertible Notes   (9)   (9) Common Stock 353,800 $ (9) I See footnote (2)
Stock Option (right to buy)   (7) 09/12/2023 Common Stock 28,000 (8) $ 3.15 D (6)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mehra Anand
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
  X   X    
HEALY JAMES
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
    X    
POWELL MICHAEL
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
    X    
Buatois Eric
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
    X    
SOFINNOVA VENTURE PARTNERS VII L P
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
    X    
Sofinnova Management VII, L.L.C.
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
    X    

Signatures

/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra 10/25/2013
**Signature of Reporting Person Date

/s/ Nathalie Auber, Attorney-in-Fact for James Healy 10/25/2013
**Signature of Reporting Person Date

/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois 10/25/2013
**Signature of Reporting Person Date

/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 10/25/2013
**Signature of Reporting Person Date

/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VII, L.P. 10/25/2013
**Signature of Reporting Person Date

/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VII, L.L.C. 10/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All outstanding shares of the Series A-4 Convertible Preferred Stock, including the 4,662,765 shares held by the Reporting Persons, will automatically convert into 932,553 shares of Common Stock (reflecting a one-for-five conversion) upon the closing of the Issuer's initial public offering for no additional consideration and have no expiration.
(2) The securities are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, James Healy, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, and Anand Mehra, a director of the Issuer, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein.
(3) The Series A-4 warrants to purchase shares of the Issuer's Series A-4 convertible preferred stock are exercisable at a price of $1.00 per share at any time during their ten year term (expiration is August 2020), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series A-4 warrants will automatically become exercisable for 150,000 shares of the Issuer's common stock at an exercise price of $5.00 per share.
(4) All outstanding shares of the Series B Convertible Preferred Stock, including the 6,818,182 shares held by the Reporting Persons, will automatically convert into 1,363,636 shares of Common Stock (reflecting a one-for-five conversion) upon the closing of the Issuer's initial public offering for no additional consideration and have no expiration.
(5) The Series B warrants to purchase shares of the Issuer's Series B convertible preferred stock are exercisable at a price of $0.01 per share at any time during their seven year term (expiration is December 2019), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series B warrants will automatically become exercisable for 155,600 shares of the Issuer's common stock at an exercise price of $0.05 per share.
(6) This option is owned directly by Mr. Mehra.
(7) The option is exercisable as follows: on or after the 12th day of each successive month beginning October 12, 2013, the option may be exercised to purchase up to an additional 1/36th of the number of option shares.
(8) Reflects a one-for-five reverse stock split of the Issuer's common stock effected October 8, 2013.
(9) The outstanding principal amount and all accrued and unpaid interest thereon will convert into shares of Common Stock at a price per share equal to the initial public offering price upon the closing of the Issuer's initial public offering.

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